The following table presents a summary of the delegations of authority and authorisations to increase or reduce the share capital that were in force on the filing date of this Universal Registration Document which the Board of Directors was granted by the Combined Shareholders’ Meetings of 15 May 2018 and 16 May 2019, and the extent to which they have been used at 31 December 2019:
| Securities concerned/type of issue | Term of the authorisation and expiration | Maximum nominal increase or reduction in capital | Use of authorisations |
|---|---|---|---|
| Delegation of authority to the Board to increase the capital with maintenance of the shareholders’ preferential subscription right Capital increase, all securities | Delegation of authority to the Board to increase the capital with maintenance of the shareholders’ preferential subscription right Capital increase, all securities Term of the authorisation and expiration26 months 15 July 2020 | Delegation of authority to the Board to increase the capital with maintenance of the shareholders’ preferential subscription right Capital increase, all securities Maximum nominal increase or reduction in capital365(1) | Delegation of authority to the Board to increase the capital with maintenance of the shareholders’ preferential subscription right Capital increase, all securities Use of authorisationsNone |
| Delegation of authority to the Board to increase the capital, by way of a public offering, with cancellation of the shareholders’ preferential subscription right Capital increase, all securities | Delegation of authority to the Board to increase the capital, by way of a public offering, with cancellation of the shareholders’ preferential subscription right Capital increase, all securities Term of the authorisation and expiration26 months 15 July 2020 | Delegation of authority to the Board to increase the capital, by way of a public offering, with cancellation of the shareholders’ preferential subscription right Capital increase, all securities Maximum nominal increase or reduction in capital290(1) | Delegation of authority to the Board to increase the capital, by way of a public offering, with cancellation of the shareholders’ preferential subscription right Capital increase, all securities Use of authorisationsNone |
| Delegation of authority to the Board to make offers for private placements(2) with cancellation of the shareholders’ preferential subscription right Capital increase, all securities | Delegation of authority to the Board to make offers for private placements(2) with cancellation of the shareholders’ preferential subscription right Capital increase, all securities Term of the authorisation and expiration26 months 15 July 2020 | Delegation of authority to the Board to make offers for private placements(2) with cancellation of the shareholders’ preferential subscription right Capital increase, all securities Maximum nominal increase or reduction in capital290(1) and 20% of the share capital per year | Delegation of authority to the Board to make offers for private placements(2) with cancellation of the shareholders’ preferential subscription right Capital increase, all securities Use of authorisationsNone |
| Authorisation for the Board, in the event of an increase of capital, via private placements, with cancellation of the shareholders’ preferential subscription right, to decide the issue price at its discretion | Authorisation for the Board, in the event of an increase of capital, via private placements, with cancellation of the shareholders’ preferential subscription right, to decide the issue price at its discretionTerm of the authorisation and expiration 26 months 15 July 2020 | Authorisation for the Board, in the event of an increase of capital, via private placements, with cancellation of the shareholders’ preferential subscription right, to decide the issue price at its discretionMaximum nominal increase or reduction in capital 10% of the capital by 12-month periods | Authorisation for the Board, in the event of an increase of capital, via private placements, with cancellation of the shareholders’ preferential subscription right, to decide the issue price at its discretionUse of authorisations None |
| Authorisation for the Board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rights Capital increase, all securities | Authorisation for the Board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rights Capital increase, all securities Term of the authorisation and expiration26 months 15 July 2020 | Authorisation for the Board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rights Capital increase, all securities Maximum nominal increase or reduction in capital15% of the amount of the initial issue(1) | Authorisation for the Board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rights Capital increase, all securities Use of authorisationsNone |
| Delegation of authority to the Board to increase the capital through the capitalisation of reserves, profits, premiums or otherwise | Delegation of authority to the Board to increase the capital through the capitalisation of reserves, profits, premiums or otherwiseTerm of the authorisation and expiration 26 months 15 July 2020 | Delegation of authority to the Board to increase the capital through the capitalisation of reserves, profits, premiums or otherwiseMaximum nominal increase or reduction in capital 1,000 | Delegation of authority to the Board to increase the capital through the capitalisation of reserves, profits, premiums or otherwiseUse of authorisations None |
| Delegation of authority to the Board to increase the capital as consideration for a public exchange bid initiated by the Company | Delegation of authority to the Board to increase the capital as consideration for a public exchange bid initiated by the CompanyTerm of the authorisation and expiration 26 months 15 July 2020 | Delegation of authority to the Board to increase the capital as consideration for a public exchange bid initiated by the CompanyMaximum nominal increase or reduction in capital 145(1) | Delegation of authority to the Board to increase the capital as consideration for a public exchange bid initiated by the CompanyUse of authorisations None |
| Delegation of authority to the Board to increase the capital to(3) remunerate in-kind contributions | Delegation of authority to the Board to increase the capital to(3) remunerate in-kind contributionsTerm of the authorisation and expiration 26 months 15 July 2020 | Delegation of authority to the Board to increase the capital to(3) remunerate in-kind contributionsMaximum nominal increase or reduction in capital 10% of the Company’s capital up to a maximum of 95(1) | Delegation of authority to the Board to increase the capital to(3) remunerate in-kind contributionsUse of authorisations None |
| Delegation of authority to the Board to increase the capital for the benefit of savings plan members Issues reserved for the personnel | Delegation of authority to the Board to increase the capital for the benefit of savings plan members Issues reserved for the personnel Term of the authorisation and expiration26 months 15 July 2020 | Delegation of authority to the Board to increase the capital for the benefit of savings plan members Issues reserved for the personnel Maximum nominal increase or reduction in capital15 | Delegation of authority to the Board to increase the capital for the benefit of savings plan members Issues reserved for the personnel Use of authorisationsNone |
| Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription right | Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription rightTerm of the authorisation and expiration 18 months 15 November 2019 | Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription rightMaximum nominal increase or reduction in capital 10 | Delegation of authority to the Board to carry out increases of capital reserved for a category of beneficiaries, with cancellation of the shareholders’ preferential subscription rightUse of authorisations None |
| Authorisation for the Board to reduce the capital by cancelling treasury shares | Authorisation for the Board to reduce the capital by cancelling treasury sharesTerm of the authorisation and expiration 18 months 16 November 2020 | Authorisation for the Board to reduce the capital by cancelling treasury sharesMaximum nominal increase or reduction in capital 10% of the capital by 24-month periods | Authorisation for the Board to reduce the capital by cancelling treasury sharesUse of authorisations None |
(1) The nominal aggregate limit on the share capital increase of €365 million provided for in the thirteenth resolution submitted to the General Meeting of 15 May 2018, applies to all capital increases, with the exception of capital increases through capitalisation of reserves, premiums, profits or otherwise and capital increases that are reserved for savings plan members.
(2) Offers governed by Article L. 411-2 II of the French Monetary and Financial Code, in that they are exclusively intended for persons who provide investment portfolio management services on behalf of third parties or qualified investors or a restricted circle of investors acting on their own behalf.
(3) Article L. 225-147 of the French Commercial Code (Code de commerce).
